Setting up a business in the Netherlands
Common legal forms for companies in the Netherlands are a limited company or a sole proprietorship (also known as freelancer, self-employed or entrepreneur.) Expatax can take you through the whole process of setting up a limited company in the Netherlands, a Besloten Vennootschap or BV. If you would like to have Expatax take care of your accounts as a sole proprietor or get set up as one, please go to our freelancers page.
Formation of a Dutch Limited Company (BV)
A Besloten Vennootschap (BV) is a company limited by shares (private limited company), whose shares are privately registered.
A BV may be incorporated by one or more ‘incorporators’, being either individuals and/or legal entities. One single individual or entity alone, whether Dutch or foreign, may be the only incorporator and full management board at the same time; no secretary is needed. If there is only one shareholder, this fact will not entail personal liability, but his name will be registered as such in the certificates of registration of the BV issued by the trade register. Shares are registered in the shareholders register, that must be kept in the office of the company.
Deed of Incorporation
A deed of incorporation will be executed before a notary and filed with the trade register of the Chamber of Commerce as well as the tax authorities. The official deed of incorporation will be in Dutch, Expatax will provide a full translation in English. The deed contains the details of the incorporator(s) and the initial member(s) of the board, as well as the amounts of their participation(s) and payment(s) to the initial capital. Furthermore, the deed contains the articles of association, consisting of at least the company name, the city where the company shall have its registered seat, the purpose of the company, the authorised capital in Euros and its division in shares, as well as the conditions for share transfer.
The company name needs to be unique and not already registered with the Chamber of Commerce by another party and must begin or end with the letters ´BV´. The company may, however, register one or more freely chosen trade names to label the whole or parts of its business and activities.
How high the share capital will be, is completely up to the incorporator. There must be at least one share with on voting right. A share can have a voting right, a profit right or both.
Company Formation services
The formation of a limited company must be arranged by a registered public notary.
We work with Hermans & Schuttevaer Notarissen in Utrecht.
The notary provides the following services.
- Preparation of draft and final articles of association
- Provisional and final registration forms of the Chamber of Commerce
- Registration with the tax authorities
- Preparation of the first minutes of the board
- Production of shareholders register
The formation of a company takes between 2 and 6 weeks depending on the complexity of the shareholders structure.
We also offer the following services, contact us for a definitive price quotation of combined services:
- bookkeeping services, periodic VAT returns, tax advice
- annual accounts, official reports
- monthly payroll administration
- preparation of annual corporate income tax return, personal income tax returns and other tax forms
We make sure that the company is properly registered with the tax authorities.
Start the procedure
Contact us to discuss your possibilities.